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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Financial Crisis and Credit Unavailability: Cause or Effect?
Was the global financial crisis the cause of credit unavailability, or was it the effect? The standard story is that the financial crisis resulted in the loss of credit availability. In a keynote address for a University of Durham/Newcastle University symposium (linked here as a more complete and footnoted article), I argue that story is reversed […]
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Posted in Academic Research, Banking & Financial Institutions, Bankruptcy & Financial Distress, Financial Crisis, Financial Regulation
Tagged Banks, Capital markets, Credit risk, Credit supply, Debt securities, Financial crisis, Financial regulation, Housing market, Liquidity, Mortgage lending, Subprime securities, Systemic risk
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California’s New Alternative Investment Fee Disclosure Bill
On September 14, 2016, California Governor Jerry Brown signed into law a bill intended to provide transparency with respect to fees and expenses paid by California public pension or retirement systems (“PPPs”) to private equity funds, venture funds, hedge funds and absolute return funds (each, a “Fund”) in which they invest. This post seeks to answer […]
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Posted in Legislative & Regulatory Developments, Practitioner Publications, Private Equity, Securities Regulation
Tagged California, Clawbacks, Disclosure, Hedge funds, Investment advisers, Pension funds, Private equity, Private funds, Retirement plans, Securities regulation, State law
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Earnings and the Value of Voting Rights
In our recent paper, Earnings and the Value of Voting Rights, we examine the impact of earnings announcements on the value of shareholder voting rights (i.e., voting premium). Earnings are associated with and indicative of the efficiency in the management of the company. We contend that earnings not only inform investors regarding the risky stream […]
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Posted in Academic Research, Corporate Elections & Voting, Empirical Research
Tagged Accounting, Cash flows, Control rights, Disclosure, Earnings announcements, Firm performance, Shareholder voting
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Change You Can Believe In? Hedge Fund Data Revisions
What do we know about hedge funds? Despite the miles of column inches devoted to the hedge fund industry in the financial and popular press, relatively little is known about their trading strategies, risk profiles, liquidity needs, or potential for impact on systemic risk. In the wake of the recent financial crisis, the Securities and […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research, Securities Regulation
Tagged Disclosure, Financial reporting, Fund managers, Fund performance, Hedge funds, Information environment, Misreporting, Reporting regulation, Securities regulation, Systemic risk, Voluntary Disclosure
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Delaware Court of Chancery: Merger Disclosure Claims Must Be Brought Pre-Closing
The Delaware Court of Chancery yesterday held that claims challenging the sufficiency of merger disclosures should be pursued before the merger closes if they are to be pursued at all. An Nguyen v. Michael G. Barrett, et al., C.A. No. 11511-VCG (Del. Ch. Sept. 28, 2016). The lawsuit challenged the disclosures issued by Millennial Media in […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Mergers & Acquisitions, Practitioner Publications
Tagged Boards of Directors, Delaware cases, Delaware law, Director liability, Disclosure, Materiality, Merger litigation, Mergers & acquisitions, Shareholder suits, Shareholder voting
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AML Obligations of Broker-Dealers
Since 2002, as part of their anti-money laundering (“AML”) responsibilities, broker/dealers have had a gatekeeper-like obligation to monitor customers for “suspicious” activities and to report those activities to the Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”). In the words of the Financial Industry Regulatory Authority (“FINRA”), “Just as firms have a primary responsibility to supervise […]
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Posted in Accounting & Disclosure, Financial Regulation, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Accountability, Broker-dealers, Financial regulation, FINRA, Money laundering, Oversight, Risk management, SEC enforcement, Securities enforcement, Securities regulation, Treasury Department
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A Unified Theory of Insider Trading Law
In the United States, insider trading law is premised on an anti-fraud statute—Section 10(b) of the Securities Exchange Act of 1934—and therefore liability turns on theories about why insider trading is fraudulent. For nearly forty years, courts have relied on the “classical theory” to explain the classic case of insider trading, where a corporate insider […]
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Posted in Academic Research, Accounting & Disclosure, Comparative Corporate Governance & Regulation, Securities Regulation
Tagged Debt securities, Disclosure, Exchange Act, Fiduciary duties, Information environment, Inside information, Insider trading, Liability standards, Repurchases, Rule 10b-5, Securities fraud, Securities regulation
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Weekly Roundup: September 23–September 29, 2016
The Board’s Role in FCPA Compliance Posted by David A. Katz and Laura A. McIntosh, Wachtell, Lipton, Rosen & Katz, on Friday, September 23, 2016 Tags: Anti-corruption, Board communication, Board leadership, Boards of Directors, Compliance & ethics, Corporate culture, Engagement, FCPA, International governance, Misconduct, Oversight, Reputation, Risk oversight, Securities regulation Securities Regulation in the Interconnected, […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Preparing for the 2017 US Proxy and Annual Reporting Season
With autumn just beginning, the proxy and annual reporting season may seem a long way off. However, in light of the amount of work and planning that goes into the proxy statement, annual report and annual meeting of shareholders, this is the ideal time to begin preparations. This post provides an overview of key issues that […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Practitioner Publications, Securities Regulation
Tagged Accounting standards, Audit committee, Boards of Directors, Clawbacks, Compensation disclosure, Compensation ratios, Disclosure, Dodd-Frank Act, Executive Compensation, Form 10-K, No-action letters, Pay for performance, Proxy access, Proxy advisors, Proxy season, Proxy voting, Say on frequency, Say on pay, SEC, Securities litigation, Securities regulation, Shareholder proposals
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